Guidance for Service

on The AAOS Board of Directors, as Council/Cabinet Chairs and as Members of The Executive Management Team (EMT)

The Board of Directors of the American Academy of Orthopaedic Surgeons and the American Association of Orthopaedic Surgeons (AAOS) has approved this Guidance Document governing members serving on or interested in serving on the AAOS Board of Directors, or as Council/Cabinet Chairs. It also applies to members of the AAOS Executive Management Team (EMT).

This Guidance Document is to be shared with nominees for service on the AAOS Board of Directors, with the AAOS, Board of Councilors (BOC) and Board of Specialty Societies (BOS) Nominating Committees, and with candidates to serve as Council/Cabinet Chairs.

Employment or Consulting Arrangements

• For AAOS Officers*, Board Members (who are not AAOS Officers), Council/Cabinet Chairs and EMT: The candidate should agree that, if elected, he or she will terminate existing employment or paid or unpaid consulting arrangements with any commercial orthopaedic or medical companies and agree not to enter into any new employment or paid or unpaid consulting arrangements with any commercial orthopaedic or medical companies while he or she serves on or with the Board of Directors. He or she may maintain his or her intellectual property or royalty arrangements based on a verifiable transfer of intellectual property (e.g., patents, copyrights, and licensing agreements) with any commercial orthopaedic or medical companies. Such arrangements will be disclosed and managed per Protocol.

Board of Directors or Committees of Other Orthopaedic Organizations

• For AAOS Officers: The candidate should agree that, if elected, he or she will agree not to serve on the Board of Directors or committees or advisory groups of any other national or international orthopaedic organization while he or she is in office. [See Appendix A]
  
• An individual who will ultimately serve as AAOS Treasurer serves a one-year term on the AAOS Board of Directors in the Board position as ex officio, non-voting Treasurer-Elect prior to assuming the role of Treasurer. Unless other arrangements have been made with the Board of Directors, this Guidance Document is intended to apply to the Treasurer-Elect as though he or she were an AAOS Officer, beginning with his or her election as Treasurer-Elect.
• As noted below, for purposes of this document, the Immediate Past President is also included in the term “Officers.”
• For Board Members (who are not AAOS Officers), Council/Cabinet Chairs and EMT: These individuals may serve on the Board of Directors and in the Leadership Line of other national or international orthopaedic organizations. [See Appendix A]
• The Leadership Line includes those individuals in the Presidential Line, including those who maintain a position on the Board of Directors after they serve as President (e.g., Second Vice President, First Vice President, President, Immediate Past President).

Speakers’ Bureaus or Honoraria

• For all Board Members, Council/Cabinet Chairs, and EMT: The candidate should agree that, if elected, he or she will not serve on the speakers’ bureau of or receive honoraria from any commercial orthopaedic or medical company.

Orthopaedic Publications

• For all Board Members, Council/Cabinet Chairs and EMT: The candidate should agree that, if elected, he or she will not enter into and shall withdraw from serving as the Editor, or as Deputy, Section or Topic Editor or on the paid or unpaid editorial panel of any orthopaedic publications, except textbooks. Textbook projects which may extend into the period of AAOS service may be allowed pending review per Protocol. The intent of this guideline is to avoid conflicts of interest without unfairly disrupting the academic work of the candidate.
• It is acceptable for a Board member, Council/Cabinet Chair, or EMT members to serve as an ex officio member of an editorial board because of his or her specific position at AAOS. For example, it is appropriate for a Council/Cabinet Chair to serve on the AAOS Now editorial board because of his or her position as a Council/Cabinet Chair.
• It is acceptable for Board Members, Council/Cabinet Chairs and EMT members to be reviewers of articles for AAOS and other orthopaedic publications.

AAOS Volunteer Positions

• For all Board Members, Council/Cabinet Chairs, and EMT: The candidate should agree that, if elected or appointed, he or she will resign from any AAOS volunteer position for which applications are solicited through the Committee Appointment Program (CAP) process. This allows these positions to be filled by other AAOS volunteers. Positions to which the individual is directly appointed by the President or Board of Directors are exempt from this guideline (e.g., service as Central Program Committee Chair, Central Instructional Courses Committee Chair, RUC, AMA CPT Committee).

Compensation for AAOS Services

• For all Board Members, Council/Cabinet Chairs, and EMT: The candidate should agree that, if elected or appointed, he or she will not seek or accept compensation for services provided to AAOS while he or she serves on or with the Board of Directors and he or she will discontinue or not begin to provide services to the AAOS for which compensation would normally be provided (e.g., certain editorial services).

Simultaneous AAOS Governance Positions

• For all Board Members, Council/Cabinet Chairs, and EMT: These individuals may not serve simultaneously in two governance positions, be they voting or non-voting ex officio positions.
• If a candidate for a Member At Large position on the AAOS Board of Directors or for a Council/Cabinet Chair is also a member of the Board of Councilors (BOC) or representative to the Board of Specialty Societies (BOS), he or she should agree that, if elected or appointed, he or she will discontinue to serve as a member of the BOC or as a representative to the BOS while he or she serve on or with the Board of Directors

AAOS Additional Disclosure Requirements

• For all Board Members, Council/Cabinet Chairs and EMT: A candidate should acknowledge that, if elected or appointed, he or she will be required to participate in additional disclosure requirements mandated for Board members, Council and Cabinet Chairs and members of the Executive Team.

Management of Governance Conflicts of Interest

• For all Board Members, Council/Cabinet Chairs and EMT: From time to time in the course of Board business, Board members, Council/Cabinet Chairs and EMT may become concerned that they or another participant in AAOS governance may have a conflict of interest regarding a particular issue. Pursuant to the Protocol for the President to Use in Handling Potential Conflict of Interest Issues Before the AAOS Board of Directors, these individuals should contact the President regarding these possible conflicts.

This Guidance Document is designed to be a living document and will be reviewed on a regular basis. The Guidance Document will be updated as the Board deems appropriate. It is not set in stone. The Board shall have the sole discretion, with the advice of the Committee on Outside Interests, to grant exemptions and make changes to this document as needed from time to time. This Guidance Document may not address every situation that may arise because AAOS is a complex organization and new issues are constantly being identified.

Adopted: December 2010
As revised: December 2011
BOD;BODServiceGuidanceDocument

*According to Article XI of the Association (AAOS) Bylaws, the Officers of AAOS are the President, First Vice-President, Second Vice-President and Treasurer. For purposes of this document, the term Immediate Past President shall also be included in the term “Officers.” The AAOS Nominating Committee nominates individuals to serve as Second Vice-President (annually) and Treasurer-Elect (every three years).  The Second Vice-President succeeds to the office of First Vice-President, then to the office of President the following year.   The Treasurer-Elect succeeds to the office of Treasurer.  Succession occurs at the conclusion of the Annual Meeting. [See Appendix A]

APPENDIX A
Orthopaedic Organizations Identified in Section 2 of the
Board Guidance Document

These orthopaedic organizations identified in Section 2 of the Board Guidance Document include but are not limited to:

• National orthopaedic specialty organizations;
• International orthopaedic organizations;
• Regional orthopaedic societies;
• State orthopaedic societies;
• American Joint Replacement Registry (AJRR);
• Association of Bone and Joint Surgeons (ABJS);
• Twentieth Century Orthopaedic Association;
• Interurban Orthopaedic Association;
• American Orthopaedic Association (AOA);
• Canadian Orthopaedic Association (COA);
• American Board of Orthopaedic Surgery (ABOS); and
• Orthopaedic Research and Education Foundation (OREF)